SOUND
SHORE FUND, INC.
CODE
OF ETHICS PURSUANT TO SECTION 406 OF THE SARBANES-OXLEY ACT OF 2002 FOR
PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS
January 29,
2004
I.
Covered Officers/Purpose of the Code
This Code of Ethics (“Code”) has been
adopted by Sound Shore Fund, Inc. (the “Fund”) pursuant to Section 406 of the
Sarbanes-Oxley Act of 2002 (the “Act”). This Code applies to the Fund’s
Principal Executive Officer and Principal Financial Officer (or others serving
in a similar capacity) (the “Covered Officers,” as identified in Exhibit A).
This Code has been adopted for the purpose of promoting:
a.
honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;
b.
full,
fair, accurate, timely and understandable disclosure in reports and documents
that the Fund files with, or submits to, the Securities and Exchange Commission
(“SEC”) and in other public communications made by the Fund;
c.
compliance
with applicable laws and governmental rules and regulations;
d.
the
prompt internal reporting of violations of the Code to an appropriate person or
persons identified in the Code; and
e.
accountability
for adherence to the Code.
Each Covered
Officer should adhere to a high standard of business ethics and should be
sensitive to situations that may give rise to conflicts of interest.
II.
Covered Officers Should Handle Ethically Actual and Apparent Conflicts
of Interest
Overview. A “conflict of interest”
occurs when a Covered Officer’s private interest interferes with the interests
of, or his service to, the Fund. For example, a conflict of interest would
arise if a Covered Officer, or a member of the Covered Officer’s family,
receives improper personal benefits as a result of the Covered Officer’s
position with the Fund.
Certain conflicts of interest arise out of
the relationships between Covered Officers and the Fund and already are subject
to conflict of interest provisions in the Investment Company Act of 1940
(including the regulations thereunder, the “1940 Act”) and the Investment
Advisers Act of 1940 (including the regulations thereunder, the “Investment
Advisers Act”). For example, Covered Officers may not engage in certain
transactions (such as the purchase or sale of portfolio securities or other
property) with the Fund because of their status as “affiliated persons” of the
Fund. The compliance programs and procedures of the Fund and its investment
adviser, Sound Shore Management, Inc. (the “Adviser”) are designed to prevent,
or identify and correct, violations of these provisions. This Code does not,
and is not intended to, repeat or replace these programs and procedures, and
such conflicts fall outside of the parameters of this Code. See also Section V
of this Code.
Although typically not presenting an
opportunity for improper personal benefit, conflicts may arise from, or as a
result of, the contractual relationship between the Fund and the Adviser or the
Fund’s administrator or fund accounting agent (“other service providers”), of
which the Covered Officers are also officers or employees. As a result, this
Code recognizes that the Covered Officers will, in the normal course of their
duties (whether for the Fund or for the Adviser or other service providers, or
for any of them), be involved in establishing policies and implementing
decisions that will have different effects on the Adviser and other service
providers and the Fund. The participation of the Covered Officers in such
activities is inherent in the contractual relationships between the Fund and
the Adviser and such other service providers and is consistent with the
performance by the Covered Officers of their duties as officers of the Fund.
Thus, if performed in conformity with the provisions of the 1940 Act and the
Investment Advisers Act, such activities will be deemed to have been handled
ethically. In addition, the Fund’s Board of Directors (“Board”) recognize that
the Covered Officers may also be officers or employees of one or more other
investment companies covered by this or other codes and that such service, by
itself, does not give rise to a conflict of interest.
Other conflicts of interest are covered by
the Code, even if such conflicts of interest are not the subject of provisions
of the 1940 Act and the Investment Advisers Act. The following list provides
examples of conflicts of interest under the Code, but Covered Officers should
keep in mind that these examples are not exhaustive. The overarching principle
is that the personal interest of a Covered Officer should not be placed improperly
before the interest of the Fund.
Each Covered Officer must not:
a.
use
his personal influence or personal relationships improperly to influence
investment decisions or financial reporting by the Fund whereby the Covered
Officer would benefit personally to the detriment of the Fund;
b.
cause
the Fund to take action, or fail to take action, for the individual personal
benefit of the Covered Officer rather than the benefit of the Fund; or
c.
retaliate
against any other Covered Officer or any employee of the Fund or their service
providers for reports of potential violations that are made in good faith.
d.
There
are some conflict of interest situations that should always be approved by the
President of the Fund (or, with respect to activities of the President, by the chairman
of the Fund’s audit committee). These conflict of interest situations are
listed below:
e.
service
on the board of directors or governing board of a publicly traded entity;
f.
the receipt of any non-nominal gifts from persons or entities who have
or are seeking business relationships with the Fund;
g.
the
receipt of any entertainment from any company with which the Fund has current
or prospective business dealings unless such entertainment is business-related,
reasonable in cost, appropriate as to time and place, and not so frequent as to
raise any question of impropriety;
h.
any
ownership interest in, or any consulting or employment relationship with, any
entities doing business with the Fund, other than the Adviser or another
service provider or their respective affiliates. This restriction shall not
apply to or otherwise limit the ownership of publicly traded securities so long
as the Covered Person’s ownership does not exceed more than 2% of the
outstanding securities of the relevant class.
i.
a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Fund for effecting portfolio transactions or for
selling or redeeming shares other than an interest arising from the Covered
Officer’s employment with the Adviser, the Fund’s principal underwriter or
their respective affiliates. This restriction shall not apply to or otherwise
limit (i) the ownership of publicly traded securities so long as the Covered
Person’s ownership does not exceed more than 2% of the particular class of
security outstanding or (ii) the receipt by the Adviser or an affiliate of
research or other benefits in exchange for “soft dollars” in accordance with
the safe harbor provisions of Section 28(e) under the Securities Exchange Act
of 1934, as amended.
III.
Disclosure and Compliance
a.
Each
Covered Officer should familiarize himself or herself with the disclosure
requirements generally applicable to the Fund;
b.
each
Covered Officer should not knowingly misrepresent, or cause others to
misrepresent, facts about the Fund to others, whether within or outside the
Fund, including to the Fund’s Board and auditors, and to governmental
regulators and self-regulatory organizations;
c.
each
Covered Officer should, to the extent appropriate within his area of
responsibility, consult with other officers and employees of the Fund and the
Adviser and, as applicable, other service providers with the goal of promoting
full, fair, accurate, timely and understandable disclosure in the reports and
documents the Fund file with, or submit to, the SEC and in other public
communications made by the Fund; and
d.
it
is the responsibility of each Covered Officer to promote compliance with the
standards and restrictions imposed by applicable laws, rules and regulations.
IV.
Reporting and Accountability
Each Covered Officer must:
a.
upon
adoption of this Code (or thereafter as applicable, upon becoming a Covered
Officer), affirm in writing to the Fund that he has received, read and
understands the Code;
b.
annually
thereafter affirm to the Fund that he has complied with the requirements of the
Code;
c.
provide
full and fair responses to all questions asked in the Fund’s periodic Director
and Officer Questionnaire as well as with respect to any supplemental request
for information; and
d.
notify
the President of the Fund promptly if he knows of any violation of this Code
(with respect to violations by the President, the Covered Officer shall report
to the chairman of the Fund’s audit committee). Failure to do so is itself a
violation of this Code.
e.
The
President of the Fund is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. However, any approvals or
waivers sought by the President will be considered by the audit committee (the
“Committee”).
f.
The Fund will follow these procedures in investigating and enforcing
this Code (in the case of a suspected violation of this Code by the President,
the actions specified below to be taken by the President will instead be the
responsibility of the chairman of the Committee):
g.
the
President will take all appropriate action to investigate any potential
violations reported to him, which may include the use of internal or external
counsel, accountants or other personnel;
h.
if,
after such investigation, the President believes that no violation has
occurred, the President is not required to take any further action;
i.
any matter that the President believes is a violation will be reported
to the Committee;
j.
if the Committee concurs that a violation has occurred, it will inform
and make a recommendation to the Board, which will consider appropriate action,
which may include review of, and appropriate modifications to, applicable
policies and procedures; notification to appropriate personnel of the Adviser
or its board; or a recommendation to dismiss the Covered Officer;
k.
the
Committee will be authorized to grant waivers, as it deems appropriate; and
l.
any changes to or waivers of this Code will, to the extent required, be
disclosed as provided by SEC rules.
V.
Other Policies and Procedures
This Code shall be the sole code of ethics
adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act and
the rules and forms applicable to registered investment companies thereunder.
Insofar as other policies or procedures of the Fund or the Adviser or other
service providers govern or purport to govern the behavior or activities of the
Covered Officers who are subject to this Code, they are superseded by this Code
to the extent that they conflict with the provisions of this Code. The Fund’s
and their Adviser’s and service providers’ codes of ethics under Rule 17j-1
under the 1940 Act and the Adviser’s and other service providers’ more detailed
compliance policies and procedures are separate requirements applying to the
Covered Officers and others, and are not part of this Code.
Any amendments to this Code, other than
amendments to Exhibit A, must be approved or ratified by a majority vote of the
Board, including a majority of directors not considered “interested persons”
within the meaning of the 1940 Act.
All reports and records prepared or
maintained pursuant to this Code will be considered confidential and shall be
maintained and protected accordingly. Except as otherwise required by law or
this Code, such matters shall not be disclosed to anyone except as authorized
by the Board.
The Code is intended solely for the internal
use by the Fund and does not constitute an admission, by or on behalf of the
Fund, as to any fact, circumstance or legal conclusion.
Exhibit A
Persons Covered by this Code of Ethics (as amended
February 1, 2012)
|
Fund
|
Principal Executive
Officer (President)
|
Principal Financial
Officer (Treasurer)
|
|
Sound Shore Fund, Inc.
|
T. Gibbs Kane, Jr.
|
Charles S. Todd
|